Indemnification by Schering. (a) Schering shall indemnify, defend and hold harmless ICN and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a "ICN Indemnified Party") from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys' fees), subject to the limitations in section 11.5 (collectively, a "Liability") which the ICN Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Schering of any covenant, representation or warranty contained in this Agreement, (ii) any negligent act or omission or willful misconduct of Schering (or any Affiliate thereof) in the promotion, marketing and sale of the Product or any other activity conducted by Schering under this Agreement which is the proximate cause of injury, death or property damage to a third party, or (iii) the successful enforcement by an ICN Indemnified Party of any of the foregoing.
Indemnification by Schering. 40 11.2 Indemnification by ICN .......................................... 40 11.3
Indemnification by Schering. Schering shall indemnify, defend and hold harmless Licensor and its Affiliates, and each of its and their respective employees, 32 106 officers, directors and agents (each, a "Licensor Indemnified Party") from and against any and all third party claims, demands, lawsuits, proceedings, settlement amounts, liability, loss, damage, cost, and expense (including reasonable attorneys' fees), (collectively, a "Liability") which may be asserted against the Licensor Indemnified Party or which the Licensor Indemnified Party may incur, suffer or be required to pay resulting from or arising out of (i) the discovery, development, manufacture, promotion, distribution, use, testing, marketing, sale or other disposition of Licensed Compound and/or Licensed Product(s) by Schering, its Affiliates or Sublicensees (including without limitation any personal injury, death, or other injuries suffered by users of Licensed Compound or Licensed Product), or (ii) the breach by Schering of any covenant, representation or warranty contained in this Agreement; or (iii) the successful enforcement by a Licensor Indemnified Party of its rights under this Section 7.1. Notwithstanding the foregoing, Schering shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensor Indemnified Party with respect to any Liability which results from the willful misconduct or negligent acts or omissions of Licensor, its Affiliates, or any of their respective employees, officers, directors or agents.
Indemnification by Schering. Schering shall indemnify, defend and hold harmless Pharmacopeia and its Affiliates, and each of its and their respective employees, officers, directors and agents (the “Pharmacopeia Indemnitees”) from and against any and all liability, loss, claims, damage, cost, and expense (including reasonable attorneys’ and professionals’ fees and other expenses of litigation) (collectively, a “Liability”) arising out of or in connection with Third Party claims relating to (i) the discovery, development, manufacture, use, testing, marketing, sale or other disposition of Agreement Products by or on behalf of Schering or its Affiliates or Sublicensees, (ii) performance of the Collaboration by Schering, (iii) any injury, illness or disease suffered by any Schering employees in connection with the performance of the Collaboration, (iv) the use of any and all Targets with respect to which research activities are conducted in the Collaboration, including without limitation claims in connection with materials relating to such Target, or (v) any breach by Schering of its representations and warranties made under this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or willful misconduct of Pharmacopeia, its Affiliates, or any of their respective employees, officers, directors or agents.
Indemnification by Schering. Unless otherwise provided herein, Schering shall indemnify, hold harmless, and defend Novacea, its Affiliates, and their directors, officers, employees, and agents (the “Novacea Indemnitees”) from and against any and all Losses, to the extent that such Losses arise out of (a) Schering’s breach of this Agreement, (b) the negligence or willful misconduct of Schering or its Affiliates, or (c) the Development, Manufacture, distribution, use, testing, promotion, marketing, or sale or other disposition of the Compound, Formulation or Licensed Product by or on behalf of Schering or its Affiliates pursuant to this Agreement after the Effective Date. Notwithstanding the foregoing, Schering’s obligation to indemnify, hold harmless, and defend the Novacea Indemnitees shall not apply to the extent any Losses arise out of the negligence or willful misconduct of Novacea or its Affiliates.
Indemnification by Schering. Schering hereby agrees to indemnify and hold RPI, its Affiliates, subcontractors and their respective officers, directors, stockholders, employees, agents, and representatives (collectively, the RPI Indemnities") harmless on an after-tax basis from and against any and all claims, liabilities, losses, damages, costs and expenses in respect of claims against the RPI Indemnities by parties other than the RPI Indemnities, including fees and disbursements of counsel and expenses of reasonable investigation (collectively, "RPI Losses"), arising out of, based upon or caused by: (i) the inaccuracy of any representation or the breach of any warranty, covenant or agreement of Schering contained in this Agreement or in any other agreement or instrument delivered by Schering pursuant to this Agreement; (ii) any negligence or intentional wrongdoing in the research conducted by Schering, its Affiliates or designees; or (iii) the development, pre- clinical and clinical testing, manufacture, (except for Exogenous Ribozymes manufactured by RPI and its contractors, distribution,) sale and/or use (including but not limited to product liability claims) of any Ribozyme Product or Non-Ribozyme Product made, used or distributed by Schering or its licensees (except in each case to the extent that any RPI Loss is due to the negligence or willful misconduct of RPI Indemnities).
Indemnification by Schering. Schering shall indemnify, defend and hold harmless Licensee and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Licensee Indemnified Party”) from and against any Third Party Liability which a Licensee Indemnified Party may incur, suffer or be required to pay resulting from or arising out of (i) the Development, Manufacture, promotion, distribution, use, marketing, sale or other disposition of the Licensed Product outside the Field by Schering, it Affiliates or sublicensees, and (ii) any material breach by Schering of any of its representations, warranties and covenants contained herein. Notwithstanding the foregoing, Schering shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensee Indemnified Party with respect to claims, demands, costs or judgments which result from the negligence or willful misconduct of Licensee, its Affiliates, or any of their respective employees, officers, directors or agents, or Licensee’s breach of its obligations under this Agreement.
Indemnification by Schering. Schering hereby agrees to indemnify and hold Collateral, its Affiliates, subcontractors and their respective officers, directors, shareholders. employees, agents, and representatives (collectively, the "Collateral Indemnitees") harmless on an after-tax basis from and against any and all claims, liabilities, losses, damages, costs and expenses in respect of claims against the Collateral Indemnitees by parties other than the Collateral Indemnitees, including reasonable fees and disbursements of counsel and expenses of reasonable investigation (collectively, "Collateral Losses"), arising out of, based upon or caused by: (i) the material inaccuracy of any representation or the material breach of any warranty, covenant or agreement of Schering contained in this Agreement or in any other agreement or instrument delivered by Schering pursuant to this Agreement; (ii) any material failure by Schering, its Affiliates or designee to conduct the research pursuant to the Research and Development Plan in a diligent and professional manner and in accordance with applicable laws and regulations; (iii) any gross negligence or intentional wrongdoing in the research conducted by Schering, its Affiliates or designees; or (iv) except for Third Party patents, the development, pre-clinical and clinical testing, manufacture, distribution, sale and/or use (including but not limited to Products liability claims) of any Products made, used or distributed by Schering or its licensees (except in each case to the extent that any Collateral Loss is due to the negligence or willful misconduct of Collateral indemnitees).
Indemnification by Schering. Except to the extent caused by ViroPharma’s negligence or willful misconduct and subject to the limitations in Section 8.5, Schering shall indemnify, defend and hold harmless ViroPharma, its Affiliates, and each of their employees, officers, directors and agents (each, a “ViroPharma Indemnified Party”) from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys’ fees) which the ViroPharma Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with, (a) the breach by Schering of any covenant, representation or warranty contained in this Agreement, or (b) any negligent act or omission, or willful misconduct of Schering during the term of this Option Agreement.
Indemnification by Schering. SCHERING will indemnify and hold VERTEX and its Affiliates, and their employees, officers and directors harmless against any Loss that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of: (a) the development, manufacture, use, sale, storage or handling of a Program Compound, a Drug Product Candidate or a Drug Product by SCHERING or its Affiliates or their representatives, agents or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom (with the exception of Losses based on infringement or misappropriation of intellectual property rights), or (b) the breach by SCHERING of any of its covenants, representations or warranties set forth in this Agreement; provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of VERTEX or its Affiliates.
